CareView Communications, Inc. 8-K


 


Exhibit 10.50


 


ALLONGE
NO. 2 TO SENIOR SECURED CONVERTIBLE NOTES


(issued
February 17, 2015)


 


July
10, 2018


 


This
Allonge No. 2 to Senior Secured Convertible Notes (this “Allonge”) shall be affixed to each of those certain
Senior Secured Convertible Notes dated February 17, 2015 (as amended by Allonge No. 1 to Senior Secured Convertible Notes dated
June 26, 2015, the “Notes” and each, a “Note”), issued in the original aggregate principal
amount of $6,000,000, made by CareView Communications, Inc., a Nevada corporation (the “Company”), and payable
to the order of the Holders specified therein (each, a “Holder”), and shall become a permanent part thereof
and shall amend each such Note as provided herein.


 


1.       


Amendment
to Legend. The Note is hereby amended to insert the following paragraph at the end of the legend on the cover page thereof:


 


“IN
ADDITION, THE RIGHTS AND REMEDIES GRANTED to THE HOLDER PURSUANT TO THIS NOTE, THE LIEN AND SECURITY INTEREST GRANTED TO HealthCor
Partners Fund, L.P., a Delaware limited partnership, as AGENT for the Investors under the Security Agreement (“AGENT”)
SECURING THIS NOTE AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE HOLDER OR AGENT RELATING TO THIS NOTE ARE further SUBJECT TO
THE PROVISIONS OF SECTIONS 3 AND 4 OF THE NINTH AMENDMENT, DATED AS OF JULY 10, 2018, TO THE PURCHASE AGREEMENT (AS DEFINED
HEREIN).”


 


2.       


Amendment
to Payment Priorities. Section 2(f) of the Note is amended and restated in its entirety as follows:


 


“(f) This
Note is one of a series of notes issued by the Company pursuant to the Purchase Agreement. Such Notes are referred to herein as
the “Notes,” and the holders thereof (including the Holder) are referred to herein as the “Investors.”
The Notes initially issued in calendar years 2011 and 2012 are senior in right of payment to the Notes initially issued after
calendar year 2012 (including this Note, the “Subsequent Tranche Notes”), as more fully set forth in the Purchase
Agreement. The right of an Investor to receive payments of Principal and Interest under this Note shall be pari passu with
the rights of the other Investors to receive payments of Principal and Interest under their respective Subsequent Tranche
Notes, and the Company covenants that any payments made by it with respect to the Subsequent Tranche Notes shall be made pro
rata among the Investors determined based on the ratio of the outstanding balance of Principal and Interest under each
Subsequent Tranche Note divided by the aggregate outstanding balance of Principal and Interest under all Subsequent Tranche Notes. 
By the Holder’s acceptance of this Note, the Holder agrees to the foregoing.”


 


3.       


Amendment
to Required Share Reserve Amount. Section 8(a) of the Note is amended and restated in its entirety as follows:


 


“(a) Reservation.
The Company shall at all times reserve out of its authorized and unissued shares of Common Stock a number of shares of Common
Stock equal to 100% of the Conversion Rate with respect to the full Conversion Amount of this Note, solely for the purpose of
effecting the conversion of this Note (the “Required Reserve Amount”).”


 


4.       


No
Further Amendments; Authorization to Affix to Note. Except as specifically amended hereby, the Note shall remain in full force
and effect. The Company hereby authorizes each Holder to affix this Allonge to its Note and it shall for all purposes henceforth
be part of the Note.


 


[Signature
page follows]


 




    	 



    	 



    

 


Exhibit
10.50


 


IN
WITNESS WHEREOF, the Company has caused this Allonge to be executed by its officer thereunto duly authorized, as of the date first
above written.


 





 


	 	COMPANY:
	 	 
	 	CAREVIEW COMMUNICATIONS, INC.,
	 	
a Nevada corporation
	 	 
	 	 
	 	By:	/s/ Steven Johnson	 
	 	Name:	Steven Johnson
	 	Title:	Chief Executive Officer



 





	AGREED
AND ACCEPTED:	 
	 	 
	HOLDER:	 
	 	 
	HEALTHCOR
PARTNERS FUND, L.P.	 
	By:	HealthCor
Partners Management, L.P., as Manager	 
	By:	HealthCor
Partners Management, G.P., LLC, as General Partner	 
	 	 
	 	 
	By:	/s/ Jeffrey Lightcap	 	 
	Name:	Jeffrey
Lightcap	 
	Title:	Senior
Managing Director	 






 


 


	/s/ Allen Wheeler 	 
	Allen
Wheeler	 
	 	 
	 	 
	/s/ Steven Johnson 	 
	Steven
Johnson	 
	 	 
	 	 
	/s/ Dr.
James R. Higgins 	 
	Dr. James R. Higgins	 









 


 





	Raymond
James & Assoc. Inc., not in its corporate capacity but solely as Custodian of the Individual Retirement Account of Sandra
K. McRee. Further, all representations, warranties and covenants (including indemnities) set forth herein are being made by
Sandra K. McRee, not Raymond James & Assoc. Inc.	 

 

 

 

 

 
	 	 
	By: 	/s/ Marguerite Shoro	 	 
	Name:	Marguerite Shoro	 
	Title:	Custodian	 



 


	/s/ Sandra K. McRee	 
	Sandra K. McRee	 



 






 


[Signature Page to Allonge No. 2 to CareView
Communications, Inc. Secured Convertible Notes issued February 17, 2015]


















    	 



    	 



    



 


Exhibit
10.50


 


	/s/ Stephen Berkley	 
	Stephen
Berkley	 
	 	 
	 	 
	/s/
    Alexandra Berkley	 
	Alexandra
Berkley	 
	 	 
	 	 
	 /s/
    Steven B. Epstein	 
	Steven B. Epstein	 
	 	 
	 	 
	/s/
Deborah L. Epstein	 
	Deborah L. Epstein	 
	 	 
	 	 
	/s/ Jason Peter Epstein 	 
	Jason
Peter Epstein	 
	 	 
	 	 
	/s/ Gregory Harris Epstein 	 
	Gregory
Harris Epstein	 
	 	 
	 	 
	/s/ David Epstein 	 
	David
Epstein	 









 


[Signature Page to Allonge No. 2 to CareView
Communications, Inc. Secured Convertible Notes issued February 17, 2015]












    	 



    	 



    



 


Exhibit 10.50


 


	/s/ Juliann Martin	 
	Juliann
Martin	 
	 	 
	 	 
	/s/ Jason Thompson  	 
	Jason
Thompson	 



 


 




















	Thompson
Family Investments, LLC	 
		 
	 	 
	By:	/s/ Jason Thompson 	 	 
	Name:	Jason Thompson	 
	Title:	Manager	 






  


 





	/s/ Irwin Leiber	 
	Irwin Leiber	 
	 	 
	 	 
	/s/
    Joseph P. Healey  	 
	Joseph
P. Healey
	 
	 	 
	 	 
	/s/ Arthur B. Cohen	 
	Arthur
B. Cohen

	 



 








 


	SJ2,
LLC	 
		 
	 	 
	By:	/s/ Michael Mashaal	 	 
	Name:	Michael Mashaal	 
	Title:	Manager	 









 





 


	The
Joseph P. Healey 2011 Family Trust	 
		 
	 	 
	By:	/s/ Joseph L. Dowling	 	 
	Name:	Joseph L. Dowling	 
	Title:	Trustee	 






 


[Signature Page to Allonge No. 2 to CareView
Communications, Inc. Secured Convertible Notes issued February 17, 2015]















    	 



    	 



    

 


Exhibit 10.50


 


	PENSCO TRUST COMPANY LLC, not in its corporate capacity but solely as Custodian of the Individual Retirement Account of Jeffrey C. Lightcap

	 
	 	 
	 	 
	By:	/s/ Cody Alford	 	 
	Name:	Cody Alford	 
	Title:	Authorized Signor	 






 


 


	Jeffrey
C. Lightcap & Jane Lightcap Minor’s Present Interest Trust dated March 20th, 1997 F/B/O Bradford C. Lightcap

	 
	 	 
	 	 
	By:	/s/ Ira Schwartz	 	 
	Name:	Ira Schwartz	 
	Title:	Trustee	 



 





 


	Jeffrey
C. Lightcap & Jane Lightcap Minor’s Present Interest Trust dated March 20th, 1997 F/B/O Brian R. Lightcap	 
	 	 
	 	 
	By:	/s/ Ira Schwartz	 	 
	Name:	Ira Schwartz	 
	Title:	Trustee	 






 





 


	Jeffrey C. Lightcap & Jane Lightcap Minor’s Present Interest Trust dated March 20th, 1997 F/B/O
    Megan M. Lightcap
	 
	 	 
	 	 
	By:	/s/ Ira Schwartz	 	 
	Name:	Ira Schwartz	 
	Title:	Trustee	 






 





 


[Signature Page to Allonge No. 2 to CareView
Communications, Inc. Secured Convertible Notes issued February 17, 2015]